Management and Committees.

Board of Directors

Pursuant to Banco BV’s Bylaws, its Board of Directors must be composed of a minimum of seven (7) and a maximum of eleven (11) members, all elected and removable by a General Meeting for a unified term of two (2) years with the possibility of reelection. At least twenty percent (20%) of the members of the Board of Directors must be Independent Directors and have the characteristics provided for in Article 80 of the Bank’s Bylaws, in addition to being expressly declared as independent members in the minutes of the General Meeting that elect them. The Board of Directors shall have one (1) Chair and one (1) Vice Chair, elected by an absolute majority of those present at the first Board of Directors’ meeting that occurs immediately after the investiture of the members, or whenever a resignation or vacancy occurs for these positions. The duties of the Board of Directors can be found in the Bank’s Bylaws.

The Bank’s Board of Directors operates with a Charter, which was approved on January 14, 2021. Click here to access the Board of Directors’ Charter.

BV’s current Board of Directors is composed of:

Name Occupation
Fausto de Andrade Ribeiro President
João Henrique Batista de Souza Schmidt Vice President
José Luiz Majolo Member
Jairo Sampaio Saddi Member
José Ricardo Fagonde Forni Member
Renato Luiz Bellinetti Naegele Member
Andrea da Motta Chamma Independent Member

Executive Board

The Bank’s Bylaws establish that its Executive Board must be composed of a minimum of three (3) and a maximum of twenty (20) Directors, residents and domiciled in Brazil, for a unified term of two (2) years with the possibility of reelection, all of whom are elected and removable, at any time, by the Board of Directors. The Executive Board includes the positions of Chief Executive Officer, Executive Director and Director, as established by the Board of Directors when providing for these positions. The duties and responsibilities related to the finance, investor relations and other roles that are provided for in laws or regulations must be complied with by the members of the Executive Board.

The Bank’s Executive Board operates with a Charter, which was approved by the Board of Directors on March 14, 2019. Click here to access the Executive Board’s Charter.

Banco BV’s current Executive Board is composed of five members.

Name Occupation
Gabriel Ferreira CEO
Adriana Conde Fernandes Gomes Executive Officer
Alexandre Witzel Ibrahim Executive Officer
Alberto Wagner Teixeira Campos Executive Officer
Flávio Suchek Executive Officer
Guilherme Horn Executive Officer
José Roberto Salvini Executive Officer
Roberto Gonçalves Jábali Executive Officer
Rodrigo Tremante Executive Officer
Rogério Monori Executive Officer
Albano de Oliveira Correa Officer
Alexandre Zimath Officer
Ana Paula Antunes Tarcia Officer
Celso Luiz Rocha Officer
Eduardo Teles de Oliveira Officer
Marcelo Kenji Kuniy Officer
Ronaldo Helpe Officer

 

Fiscal Council

Banco BV has a Fiscal Council that operates on a permanent basis and must be composed of a minimum of three (3) and a maximum of five (5) members, with the same number of alternate members, all of whom are elected by a General Meeting with the possibility of reelection. The Fiscal Council shall have a Chair, elected by the General Meeting that elects the members of the Fiscal Council.

The responsibilities and duties of the Bank’s Fiscal Council are in accordance with Brazilian Corporate Law, as well as the regulations issued by CMN, BACEN and CVM which are applicable to the Bank.

The Bank’s Fiscal Council operates with a Charter, which was approved on November 4, 2016, and is available at the Bank’s Investor Relations’ website. Click here to access the Fiscal Council’s Charter.

Name Occupation
João Batista Donizete de Souza Chair
Diogo Mac Cord de Faria Member
Célio Faria Júnior Member

 

Audit Committee

The Bank’s Board of Directors is advised by the Audit Committee, which is comprised of three (3) to five (5) members, of which one (1) shall be designated as coordinator, all of whom are elected by the Board of Directors for a term of two (2) years and can be removed by the Board of Directors at any time. At least one of the members of the Audit Committee must have proven accounting and auditing knowledge that qualifies him/her for the role.

The members of the Audit Committee will be invested in their positions, independently of any guarantee, after the approval of their nominations by the Central Bank of Brazil and in accordance with the regulations in force, by means of a term of office drawn up and signed in the proper book, and must remain in the exercise of their positions until the election of their replacement.

Name Occupation
José Danubio Rozo President
Nilson Martiniano Moreira Member
Rudinei dos Santos Member

 

Compensation and HR Committee

The Board of Directors is advised by the Compensation and HR Committee, which is a single committee for the Bank and its subsidiaries and operates under the terms of current legislation, composed of three (3) members, individuals and residents in Brazil, of which at least one must not be a Director at the Bank. All of the members are elected by the Board Directors for a mandate of two (2) years, with the possibility of removal and reelection, with an accumulated term longer than ten (10) years being prohibited pursuant to the terms of current legislation.

The Compensation and HR Committee will report directly to the Bank’s Board of Directors. The Compensation and HR Committee will meet once every three months, or extraordinarily as convened by any of its members, being certain that the meeting of the Compensation and HR Committee will only be considered installed if it has the presence of the majority of its members.

Name Occupation
José Luiz Majolo Member
Andrea da Motta Chamma Member
José Avelar Matias Lopes Member

 

Related Parties Transactions Committee (non-statutory)

The Bank has a Related Parties Transactions Committee (“Related Parties Committee”) created by resolution of the Bank’s Board of Directors and under the terms of its Bylaws, aimed at assisting the Bank’s Board of Directors in assessing related party transactions in order to subsidize future decisions by the Board and examine if the transactions are in compliance with the conditions and requirements that have not been reported to it. The Related Parties Committee will submit periodic reports to the Board with the outcomes of its work. The Related Parties Committee works on a temporary basis and upon demand.

The Related Parties Committee is composed of three (3) sitting members, elected by the Board of Directors, and must comply with the following rules:

Name Occupation
Jairo Sampaio Saddi Member
Lucineia Possar Member

 

Risk and Capital Committee (non-statutory)

The Risk and Capital Committee is a collegiate and permanent body reporting directly to the Board of Directors and aimed at advising it in the performance of activities related to risk and capital management (“Risk Committee”).

The Risk Committee will be a single committee and will also exercise its duties and responsibilities for companies controlled by Banco BV which, according to CMN Resolution 4,557/2017 and other applicable legislation, are required to constitute a risk and capital committee.

The Risk Committee is made up of three (3) members, elected by the Board of Directors for a term of two (2) years, which may coincide with the term of office of the members of the Board of Directors who elected them, with the possibility of reelection.

The Risk Committee shall be composed of:

In order to exercise a position at the Risk Committee, candidates must have the basic conditions required for their respective position and not be impeded as foreseen in applicable legislation.

Name Occupation
Luiz Felipe Taunay Ferreira President
Aldo Luiz Mendes Member
Daniella Marques Consentino Member